I think fidgetspinner the test in the Corporations Act and common law is not whether there is a rationale but its a reasonable person test. Would a reasonable person in this position make this sort of decision. Now I'm sure that can be expressed in more correct legalese but the more famous court cases of late (HIH Royal Commission, Centro case, and perhaps others) have emphasised this point.
In other words the business judgement test is not an excuse for unreasonable decisions by directors.
Now in relation to, just taking two examples, the CEO termination payment of $4.9 million (with seemingly no contract, and way over the top on any measure known to man), and the CPAA Advice remuneration payments to the already well paid KMP of over $1.5 million in 19 months for a major loss making venture with a revenue of just $47,000, both would be prime candidates to test that reasonable person test.
You add that to the s.182 and s.183 clauses on directors improperly using their position or information to benefit themselves or others, and you have a pretty strong legal case.
In terms of the cost of legal action. Yes, it is expensive, and really the only two possible ones able to take action are CPA Australia (and we have plenty of money to do that), or ASIC (which we know is unlikely given they are always half asleep).
That is just in relation to two examples, and if their has been excessive expenditure (or however you want to describe it) at CPA Head Office it behoves the new board to check it out, and a forensic accountant is the perfect person for that.
I'm sure you are not a fatalist fidgetspinner but if we took your logic to its extreme (which is perhaps a bit unfair as I get what you are saying I think) you might as well say anything goes in companies as it could be legitimated as being okay per the business judgement test. A good forensic accountant is not a waste of money for CPA to clean up its act, and if its already clean (which I strongly doubt given the way they have misled and fought all the way any of the things we have exposed and the IRP has confirmed to date) then that's a good way for the air to be cleared up.
It is a very small price to pay for what damage has been done to date.
I'm afraid I have little sympathy for the 'don't be so negative Brett' comments by people as they usually have been the apathetic and disinterested ones who still think the last decade has been a boon for CPA, and that Alex Malley was a great CEO, and that (as one person said to me recently) 'there is another side to the story' to try to give credibility to some pretty questionable and dodgy matters.

I think what is becoming readily apparent is that the IRP are not interested in holding anyone to account for this corporate governance fiasco at CPA Australia, and I can only guess who has been bending their ear to this view.
That is the fundamental failure of the IRP. Their final report is becoming a bit of a joke as I have already seen their 'censorship' of any feedback (their Interview Guide - a bit of a combination of the Emperor with no clothes fable and the elephant in the room picture - what has happened at CPA Australia has been bad but lets look forward and forget holding anyone to account, and make sure we avoid any really big items).
If you want a practical example of how to 'doctor' a final report under the guise of being objective and professional, you would be hard pressed to find a better example.
Irrespective I believe it is wrong. I am speaking tomorrow night on this at a Discussion Group meeting and my contention is that corporate governance at CPA has been very poor and that this is because of poor oversight (or leadership or control - call it what you will) by the board members (individually, lets not let them hide behind this amorphous 'board' term) and senior management.
I am describing this as perhaps a case study of 'looters and shirkers' (an expression I picked up from Bob Baxts company Law text -the irony of it all eh?).
I leave you to think about that a bit. But after tomorrow night hopefully it will be a little clearer as I believe the presentation is being recorded.

I totally agree Resse.
What is amazing is that is effectively what the IRP are suggesting by not making any recommendations on this.
After all that has been exposed and they say no action.
Three times the maximum a public listed company can pay, private meeting, no notes or supporting board papers, previous advice that lesser terms were way over the top....yet the board passes it.
I contend that this is a case of breach of directors duties and those section 180's provisions in the Corporations Act should be first port of call.
I'll keep pursuing Resse, along with many others hopefully.

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I contend that this is a case of breach of directors duties and those section 180's provisions in the Corporations Act should be first port of call.
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Given the scale of largesse to Malley, I do find it hard to believe that a few of these Directors were satisfied with only a small lick of the gravy train, viz. extended directors terms, and a few getting double-bubble salary via CPA Advice. Maybe this is the master plan behind the IRP whitewash.....have they seen enough to know that if they pushed for investigation and accountability, the whole CPA designation would implode??

Yes, allseeingeye I think there is an element of truth to that fear of it all imploding but crikey that sure does paint a pretty negative picture of the capability of new directors and management staff.
I think that is the 'advice' from perhaps whoever has the ear of the IRP but I think it is really poor advice.
We do need a major transformation at both management and board level, becaus we do have a lousy culture at CPA.
The culture needs to change and that can only occur with significant change at leadership level.
I just don't buy this argument that only Alex Malley was the problem. If that is what they are saying then I say CPA has a leadership of rent seekers. We need strong people in management not compliant people who remained silent.
I just don't buy this argument, and Inthink this approach by the IRP reflects a lack of confidence in a new generation of members who are prepared to take strong stands.
If it's the past presidents and eminent giving such advice I reckon it perhaps reflects something that it's best I not verbalise.

I think special resolutions are the only practical way left. The three other options are1. For ASIc to act, 2. The CPA board to act, and 3 the members to act.
Who knows what asic will do but their silence to date speaks volumes to me. With the new CPA board I reckon they will take the easy soft route of the IRP report and not take legal action. And for members it would be very expensive.
So our realistic option is special resolutions
But they can be very powerful, as CPA need to send both the resolution and an explanation written by us of why it is being proposed to all the members.
It also gives the members a chance to vote.

They buried the s202 remuneration report in a million page document of utter crap and they will bury the resolutions in the same way. Become a bit of a glass half empty kind of thinker with these unethical pricks.